1. AMA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

2. AMA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

3. AMA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

4. AMA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

5. AMA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

6. Company Law Compliance
AMA
Company Law Compliance
Manish Santosh Buchasia
Practising Company Secretary (PCS)
Insolvency Professional (IP)
NCLT Consultant
Registered Valuer (SFA)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

7. Company Law Compliance
Company Act 2013, Rule, Notification, Circular, Guidance Note, Various Standard of 3 Professional Institutes, Allied Act (SEBI BSE NSE NSDL CDSL Competition Act, FEMA Etc.)
Abide by the Law / rule
Follow the Procedure
Follow all the above law / rule ,wherever applicable
Company Law Compliance is just like other commercial laws like Income tax law , GST Law , Labor Law etc , Among all the law of Indian Corporate world, Co Law is the oldest and Biggest Law .
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

8. Companies Act 2013
As Per MCA Data as on ,Approx there are 19 Lacs Company Registered , 7 Lacs Closed/ Strike off/ Dormant / Liquidation / Amalgamated/ Status , So 12 Lacs Active Companies are there (11 Lacs Pvt and 1 lac Public).Gujarat stands 4th in the total no of companies, there are 1 lac active Companies in Gujarat.
Sections
470 (In 1956 =658) Notified 98 Section on ,(184 sections) and going on…
Rules /Chapters /Schedules
42 /29/7
ICAI Accounting Standard
32 (1-29 Mandatory) Rest Optional (Accounting and Valuation Standard)
ICSI Secretarial Standard
10 (1-3 Mandatory) Rest Optional (Secretarial Procedure)
ICMA Cost Account and Audit
* Depends in CETA Code and Turnover 35 Cr to 100 Cr Industry Wise
SEBI Act , Rule and Regulation
Applicable only to Listed Company
NB : Today we are going to cover Company law Compliance of mainly Unlisted Companies.
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

9. Parties to the Compliance
Regulator
Consultant
Shareholder
In-house
Compliance Department
Director
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

10. Shareholder Vs Director
Shareholders are the real owners of a company
Director is a manager who manages the company
Shareholders can remove a Director but Not vice versa
Shareholders’ approval is required in all major decisions, like Approval of Financials, Increase in Authorized Capital, Issue of Shares to other than existing shareholders, Related Party Transaction etc for Special Resolution (at least 2/3 Majority) and Ordinary Resolution (Simple Majority)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

11. Regulator & Its Branches
Ministry of Corporate Affairs (MCA) (CG)
Registrar of Companies (ROC) 23 offices, almost one in every state
Regional Director (RD),7 offices in India covering multiple states
Official Liquidator(OL) every state, 24 offices looks after winding- up of affairs of the Companies
Specialized Court NCLT (12 Bench ) NCLAT (1)
Governs Listed companies
SEBI BSE NSE NSDL CDSL
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

12. Income Tax >Company Law (Approach / Mind Set)
AMA
Income Tax >Company Law (Approach / Mind Set)
Income Tax
Company Law
In India, mindset of people is such that they give less importance to company law compliance. Everyone knows about and is worried about Income Tax compliance but company law compliance is often neglected. Mostly everyone remembers their PAN but hardly any Director remembers his DIN
Tax Saving Behaviors
Expenditure Behaviors
38 Cr* Pan card Issued 7.5Crore Tax Payers ,so high knowledge sharing / awareness
50 Lacs Din issued
hence slow knowledge sharing / awareness
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

13. Types of Companies Company Limited By Guarantee
AMA
Types of Companies
Private Limited Company(Minimum 2 Directors& 2 Shareholders)
Public Limited Company (Closely Held or Listed)
( Minimum 3 Directors & 7 shareholders)
Company Limited By Guarantee
One Person Company(1 Director/1 Shareholder)
Producer Company(Agriculture & Farming)
Section 8 Company (Trust & Charitable organisation)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

14. Types of Pvt.Ltd.Companies Compliance Wise
AMA
Types of Pvt.Ltd.Companies Compliance Wise
Big Company
Any Pvt. Ltd. Co having Paid Up Capital of Rs 50 Lakhs or More or Turnover of 2 Crores or More
Small Company
Less than 50 Lakhs or Turnover is less than 2 Crores Sec 2(85)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

15. 2 Board Meetings Instead of 4 Less Certification of Various Forms
Benefits of Small Company(PVT.LTD.)
2 Board Meetings Instead of 4
Less Certification of Various Forms
Fast Track Merger (Sec 233)
Cash Flow Statement Exempted
Rotation of Auditor Exempted
MGT-9 in Director’s Report Exemption
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

16. Event Based Compliances
AMA
Type of Compliances
Mandatory Annual Compliances (Every Year)
Event Based Compliances
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

17. MANDATORY ANNUAL COMPLIANCES
Regular Board Meetings
Account Finalisation
Audit of Accounts from Auditor
Annual General Meeting (AGM)
DIR-3 KYC
Annual Return(AOC-4,MGT-7,ADT-1)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

18. EVENT BASED COMPLIANCES
Particulars
Form No
Change in Directors or KMP (Appointment , Resignation , Removal, Change in Designation)
DIR-12
Increase in Authorized Share capital
SH-7
Increase in Paid up share capital (Issue of security)
PAS-3
Change in registered office Within City , Outside City, Outside State
INC-22, MGT-14
Change in secured borrowing (Creation, modification and satisfaction of charge)
CHG-1, CHG-4
Filing of resolution and agreements
MGT-14
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

19. Post Incorporation Payment of stamp duty on share certificates
Hold first Board Meeting within 30 days from incorporation
Open Bank Account
Injection of subscription money in the Bank Account
Upon receipt of the subscription money, the company shall issue share cerificates in form SH1 to the first subscribers
Payment of stamp duty on share certificates
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

20. Types of meetings Board Meeting General Meeting
At least 4 meetings per year
Committee of Director (Audit Committee, Nomination and Remuneration Committee)
General Meeting
AGM (Must Every Year and Gap Should Not be More than 15 Month)
Extra Ordinary Meeting
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

21. Essentials Parts of Meeting
Type
Board Meeting
General Meeting / Annual General Meeting
Notice
7 Days
21 Clear Days Unless AOA Authorise Other Wise
Place
Any Where In World
EGM Any Where in India, AGM Within City Limit
Time
Any Hour
Working Hour
Day
Any
Any Except National Holiday 26-1 ,15-08, 02-10
Mode
Physical / E-meeting
Physical Only Except Where Postal Ballot Is Permissible
Quorum
1/3 or 2 Higher
Min. for Pvt 2, for Public 5 (<1000), 15 (>1000<5000), 30 (>5000) ,
Proxy NA
Yes But Not Counted as Quorum
Chairman
Among Director only
Among Shareholders Only
Voting
Show of Hands
Poll / Show of Hands and In Some Cases
E-voting is Mandatory
Minutes
In 30 Days
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

22. Annual General Meeting
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

23. AGM Law & Procedures Types of AGM 1st AGM Rest AGM Example:
Maximum Gap from the End of Financial year and AGM Date
9 month (30th Dec)
6 month (30th September)
Maximum Accounting Period
15 Month
12 Month
Example:
For a company incorporated on 1st day of January 2018, the first financial year shall be closed on 31st day of March 2019 and AGM should be convened on or before 31st day of December However for a company incorporated on 31stof December 2017, the first financial year shall be closed on 31st of March 2018 and AGM should be convened on or before 31st of December 2018.
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

24. AGM Law & Procedures
There must be one meeting held in each year.(Need not be First year of Incorporation)
At least 21 clear days’ notice shall be given for every general meeting.
Meeting shall be within prescribed time 9:00 am to 6:00 pm
It can be held on all days including on Sundays and public holidays but cannot be held on National Holidays .
It should be conducted at the place within City where the registered office of the company is situated.
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

25. Annual Filing
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

26. Annual Filing Main Form AOC-4 MGT-7 ADT-1
Financial Data ,Balance Sheet, Profit & Loss ,Director Report ,Auditor Report , Notes to the account
To be filed within 30days of AGM
MGT-7
Secretarial Data ,No of Meeting , Attendance Data of Director / Shareholder , share transfer details etc
To be filed within 60 days of AGM
ADT-1
Auditor Appointment / Reappointment , if any
To be filed within 15 days of AGM
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

27. Specific Annual Filing Applicability Forms
AOC -4 (Financial) and MGT-7 (Secretarial)
All Companies
AOC-4(XBRL) Instead of AOC-4
Mandate (1) Listed Co (2) Turnover of 100 Cr (3) Paid up Capital of Rs 5 Cr (4) Subsidiary of Listed co (5) Any Time XBRL Done
AOC-4(CFS) Addition to AOC-4 or AOC-4(XBRL)
Having Subsidiary and or Associate Company
MGT-8
Additional Attachment to MGT-7 Practicing Company Certificate (1) Listed Company (2) paid-up share capital of Rs. 10 Cr or more, (3) Company with a turnover of Rs. 50 Cr or more
Secretarial Audit
(1) Listed Company (2) every public company having a paid-up share capital of Fifty Cr rupees or more, (3) Every public company having a turnover of Two Hundred Fifty Cr rupees or more.
ADT-1 Auditor Appointment and Re-Appointment , Auditor Rotation
Specified Company , Reappointment up to 5 year at once , Limited to maximum of 10 years
Non Specified Company
Unlimited Year Subject to Maximum of 5 year at once
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

28. Maintenance of Statutory Registers
Register of Members
Attendance Registers for meeting of Board and Committee
Register of Deposits
Register of debenture holders/ other securities holders
Register of Transfer and Transmission of Shares
Register of Shares or Securities bought back
Register of loan, investment and guarantee
Register of Charges
Minute Books of Board of Directors and Committees of the Board
Mode of Maintenance can either be physical or electronic but it should be preserved for prescribed no. of years
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

29. MCA Filing FEES STRUCTURE
Nominal / Authorised Share Capital
Fees per document
Less than Rs
Rs. 200
Rs to less than Rs
Rs. 300
Rs to less than Rs
Rs. 400
Rs or more but less than Rs. 1 Crore
Rs. 500
Rs. 1 Crore or more
Rs. 600
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

30. Types of Additional Fees
Additional Fees : 2 Times to 12 Times of Normal Fees (Major Forms) For Delay more than 1 Month to 6 months
w.e.f Rs 100 Per Day, Applicable only to Annual Filing Forms AOC4, MGT7
w.e.f Advalorem fees of or 2 Lacs in Pvt Ltd. & 0.05 % upto Rs. 5L in Public Ltd. Quantum of Penalty depends upon the value of transaction in case of Charge Creation/Modification/Satisfaction.
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

31. RECENT AMENDMENTS (DONE & DUE)
ACTIVE-22
Active Company Tagging Identities and Verification (Company Name Place , Director Photo outside and Inside Registered office)
DPT-3
Return of Deposit (Borrowing Secured & Unsecured ) One Time and Regular *
BEN-2
Significant Beneficial Owners (BEN-1) Last Date
DIR-3 KYC Web & Form
E-form and Web based Form for the First Timer any day between to , if Change in & Mobile No, then KYC Form and if Change in Address, DIR-6 Last Date
MSME
MSME-2nd Half yearly Return Payment outstanding more than 45 days
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

32. DIR-3-KYC 2019 Form or Web (Annual Compliance)
Applicability
Forms
New DIN Obtained between to
DIR-3-KYC E-FORM
DIR-3-KYC 2018 Done and No Change in Id , Mobile (No Change Case)
DIR-3-KYC WEB OTP
DIR-3-KYC 2018 Done But want to update either mobile no. or id (Change Case)
DIR-3-KYC 2018 Done But Change in Address (Change Case)
DIR-6 and DIR-3-KYC WEB OTP
Not yet Done DIN KYC
DIR-3-KYC E-FORM With Rs 5000 Fees
Last Date is if not done, Rs 5000 Fees and Din Deactivated
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

33. Consequences of Non-Compliance
Additional Filing Fees
Penalty ( Section Specific) (Applicable to Both Co and Directors) ( Calculated on Per Day basis)
Prosecution / Jail
Director Disqualification in All other Co
Strike off (S 248) by ROC (3 lakhs in 2017) Then go to NCLT for Revival (S 252) and /or Prosecution
Company Status-Inactive (unable to file few forms)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

34. MISCONCEPTION ABOUT COMPLIANCE
Annual Return Must be Filed Whether Company is Operative or Not
It is assumed that MCA Filing Fees Waiver will come in Future , so wait
Once the filing of Income Tax Return is over , they are confused and assume that MCA Return is also over
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

35. RECONSTRUCTION OR EXIT OPTION
AMA
RECONSTRUCTION OR EXIT OPTION
Conversion of Co to LLP (Less Compliance)
Merger or Amalgamation ( Reconstruction)
Strike Off Application (If not Operating and Not Working for 2 years )
Voluntary Liquidation & Winding Up (if NOF is there ,through IBC & NCLT)
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

36. How to Avoid Huge Compliance Cost ?
AMA
Conduct Board Meeting Regularly (Quarterly)
Early & Timely Annual Account Finalization & Audit > Early Annual General Meeting > Timely Annual Filing
Assure Active Id , Mobile No & Registered Office address (DIR-3-KYC or Active-22A ) so Every Alert , Reminder, Notices from Consultant / Department will be timely delivered and proper action can be taken Immediately (Example lakhs >248)
Keep Active Consultant and Communicate with them frequently
Subscribe to Various Compliance Portal Services
Regularly Visit MCA Portal to know the Company Compliance Status
Interact with Consultant
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

37. Cost of non compliance is always more than cost of compliance.
Compliance is not a one-time thing, but is a continuous affair.
Cost of non compliance is always more than cost of compliance.
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad

38. Manish Santosh Buchasia Practising Company Secretary (PCS)
Insolvency Professional (IP)
NCLT Consultant
Registered Valuer (SFA
Manish S Buchasia PCS IP-IBC RV NCLT AMA Ahmedabad